Calypso Developers I, LLC v. Pelican Properties of South Walton, LLC

109 So. 3d 1214, 2013 WL 1235890, 2013 Fla. App. LEXIS 5080
CourtDistrict Court of Appeal of Florida
DecidedMarch 28, 2013
DocketNo. 1D12-1075
StatusPublished
Cited by1 cases

This text of 109 So. 3d 1214 (Calypso Developers I, LLC v. Pelican Properties of South Walton, LLC) is published on Counsel Stack Legal Research, covering District Court of Appeal of Florida primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook
Calypso Developers I, LLC v. Pelican Properties of South Walton, LLC, 109 So. 3d 1214, 2013 WL 1235890, 2013 Fla. App. LEXIS 5080 (Fla. Ct. App. 2013).

Opinion

MARSTILLER, J.

The Calypso Developers I, LLC (“Calypso”), appeals the final judgment entered in an action for equitable reformation brought by Appellee, Pelican Properties of South Walton, LLC (“Pelican”). The judgment grants Pelican’s claims, based on mutual mistake, for reformation of a purchase and sale agreement and the concomitant special warranty deed to include a condominium unit not previously conveyed, but denies Calypso’s counterclaim for reformation of the agreement to also include an adjusted price. Calypso challenges only that portion of the final judgment denying the counterclaim. We affirm.

[1216]*1216In 2006, Calypso and Pelican entered into two purchase and sale agreements under which Pelican was to buy from Calypso two commercial condominium units— 4-101 and 4-102 — located in a condominium development called Calypso Tower I (“Tower I”). The parties intended that Pelican would purchase all the commercial space in Tower I, and they believed both units comprised the commercial space. The purchase price for Unit 4-101 was $138,400, and the purchase price for Unit 4-102 was $796,800. The purchase prices were calculated at $200 per square foot, but neither contract included the unit’s square footage or expressly stated a price per square foot.

After the contracts were executed, but before closing, the parties determined that Unit 4-101 was common area and could not be sold. Thus, they canceled the purchase and sale agreement for Unit 4-101, and closed on Unit 4-102 at the agreed-upon price of $796,800. The purchase and sale agreement for Unit 4-102 (hereinafter “Agreement”) stated that Pelican was buying

Unit No. 4-102 (the “Unit”), together with its undivided share of the common elements and other appurtenant rights, of Calypso Towers I, a Condominium (the “Condominium”), all on the terms and subject to the provisions hereof.

Calypso executed a special warranty deed conveying title to Unit 4-102 to Pelican. The legal description in the deed read:

Condominium Unit No. 4-102, Calypso Towers I, a Condominium, according to the Declaration of Condominium thereof recorded in Official Records Book 2747, Page 1687, and re-recorded in Official Records Book 2750, Page 1378, all of the public records of Bay County, Florida, and all exhibits and amendments thereto; together with an undivided interest in the common elements appurtenant thereto, as set forth in the Declaration of Condominium.

Notwithstanding that Pelican did not buy or take title to Unit 4-101, Pelican, or its tenants, occupied both units after the December 2006 closing on Unit 4-102. In 2009, the parties discovered Unit 4-101 was not, in fact, common space. They agreed that the Agreement and the deed should be reformed to reflect their original intent. In addition, Pelican agreed to reimburse Calypso for the prior years’ real estate taxes and other assessments associated with Unit 4-101. As to reforming the Agreement to include the price of the additional unit, however, the parties disagreed.

Hence, Pelican filed a four-count complaint alleging mutual mistake and seeking to: (1) reform the special warranty deed to include the legal description for Unit 4-101; (2) reform the Agreement to include Unit 4-101; (3) quiet title to Unit 4-101 in Pelican; and (4) alternatively rescind the Agreement. Calypso asserted a counterclaim. In Count I, Calypso sought to reform the Agreement not only to include Unit 4-101, but also to include the “actual” square footage for both units, and to set a total purchase price at $200 per square foot, less the $796,800 Pelican previously paid for Unit 4-102. Count II alleged, “Should Pelican become the owner of Unit 4-101, then it would be unjustly enriched by receiving more square footage than it originally paid for when it paid $796,800.00 for Unit 4-102.”

Before trial, the parties stipulated that “Pelican has made a prima facie case for its claims for reformation of the contract and deed to include Unit 4-101.... ” Thus, in the final judgment, the trial court reformed the Agreement and deed “to include Unit 4-101- within the legal description, providing [Pelican] with legal title to both units ... as originally intended by the parties.”

[1217]*1217The only disputed issue tried was whether the Agreement reformation also should include an adjusted price to cover the actual combined square footage

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109 So. 3d 1214, 2013 WL 1235890, 2013 Fla. App. LEXIS 5080, Counsel Stack Legal Research, https://law.counselstack.com/opinion/calypso-developers-i-llc-v-pelican-properties-of-south-walton-llc-fladistctapp-2013.